the concerned citizens of roselle park by-laws (july 2011)

8/6/2019 The Concerned Citizens of Roselle Park By-Laws (July 2011)

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The Concerned Citizens Of Roselle Park

Organization By-Laws July 2011Page 1 of 14

ARTICLE I NAME AND PURPOSE

A. The name of this organization shall be The Concerned CitizensOf Roselle Park, herein referred to as such or as Roselle Park ConcernedCitizens or organization. It shall be a non-profit organizationincorporated under the laws of the State of New Jersey.

B. The purpose of this organization shall be to promote theinterests of "Roselle Park Concerned Citizens" at the borough level.

C. The "Roselle Park Concerned Citizens" will actively engage inthe process of government and the implementation of ideals in order topromote issues that fulfill our Mission and are consistent with ourprinciples. "Roselle Park Concerned Citizens" will contribute information,

material, points of reference, resources, programs, as well as raise andspend monetary funds to promote participation among those interestedin effecting change for a better Roselle Park.

ARTICLE II OFFICERS AND THEIR ELECTION

A. The officers of this organization shall be as follows: Chair, ViceChair, and Treasurer.

B. Each person who is elected as an officer shall serve for aperiod of two (2) years and will hold office until their death, resignationor removal, or until the respective successor is elected.

C. Vacancies shall be filled from the recommendations of theorganizations membership.

E. The Executive Committee shall consist of no more than five (5)members, which are the Officers of the organization and the Chairperson

of the Fundraising Committee, and the Chairperson of the MembershipCommittee.


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ARTICLE II I DUTIES OF OFFICERS

A. The Chair shall preside at all Board meetings, ensure that allmeetings are run in accordance with rules of decorum & protocol, appointcommittee members, and perform other duties as associated with theoffice the Chair. He/she shall also carry on all official correspondences ofthe organization. The Chair shall be a member ex-officio of all committeeswhether they are elective or appointive.

B. The Vice-Chair, in order or precedence, will perform all thepowers and duties of the Chair in the absence of the Chair. The Vice-Chair shall also be responsible to record and report the minutes of allregular and special meeting, keep suitable records of all official papers,maintain all approved minutes on file, and send out copies of minutes to

all members.

C. The Treasurer shall receive all dues and monies from allsources. It shall be the duty of the Treasurer to keep a current record andaccount of all dues and other monies received from the members or othersources. The Treasurer shall have custody of all funds of this organizationand shall deposit such funds in the name of this organization at the bankdesignated as such depository. Bills in excess of $50 shall be not paidunless the expenditure has been approved by and voted upon by amajority of the officers. Any bills $50 or under can be paid at the

Treasurer's discretion. The Treasurer shall keep a record of theorganizations budget and prepare financial reports as needed.

D. All checks shall be signed by both the Treasurer and by theChair or Vice-Chair. Two signatures are required. The Treasurer shallsubmit a monthly report of income and expenses that will be verified bythe members of the board.

ARTICLE IV NOMINATION AND ELECTION OF OFFICERS

A. The election of Chair, Vice-Chair, and Treasurer shall be heldat the annual re-organization meeting held in January of the second yearafter 2010, and every two (2) years thereafter.


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B. At least three (3) weeks prior to the date fixed for the annualmeeting, the Nomination Committee shall submit to the ExecutiveCommittee the names of persons to be voted upon for the offices ofChair, Vice-Chair, and Treasurer.

C. A Nominating Committee of three (3) members in goodstanding, none of whom shall be an officer of the organization, shall beelected from the floor at the May meeting prior to the July election. TheNominating Committee shall report the nominations at the regularmeeting in June prior to the July election. The Nominating Committee willaccept names from the general membership for consideration and presentthem also at the regular meeting in June prior to the July election.

D. The voting of officers exclusivelty shall be by secret ballot,

unless two-thirds (b

) of the members present at such meeting vote towaive the secret ballot.

E. A member not in "good standing" (refer to Articles VI, VII &VIII) may not vote, make any motion, or propose any resolution.

F. Any member of the Executive Committee who shall be absentfor three (3) consecutive meetings without notifying the organization asto the reason for such absence may be replaced if the ExecutiveCommittee members vote in favor of such replacement.

G. Officers of the organization shall nominate the Chairpersonsof the Fundraising Committee and the Membership Committee. These two(2) shall be voted on and approved by the general membership atanytime during the first three months of the newly elected term.

H. Only the names of those persons specifically nominated asofficers by the Nominating Committee may be voted on at the annualelection and all votes for persons not so nominated shall be consideredas no votes. Nominations will not be accepted the night of the election.

I. Any officer or Standing Committee chairperson so elected byeither the membership or the Executive Committee to fulfill a vacancyshall hold office until the normal expiration of the term for which hispredecessor had been elected or such successor's earlier death,resignation or removal.


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ARTICLE V COMMITTEES

A. The Standing Committees of this organization shall be theFundraising Committee and the Membership Committee. EachChairperson of the Standing Committees shall serve as a voting memberof the Executive Committee. Standing Committee Chairpersons willappoint members of their own committees, subject to approval by theExecutive Committee.

B. The Membership Committee shall consist of the Chairpersonand no more than four (4) additional members. Their efforts shall be toobtain new members, review each application for membership, conductsuch investigation as it deems necessary or desirable in connectiontherewith, including verification of the facts submitted on the application,

and thereafter present recommendations to the Executive Committee foraction with respect to approval or disapproval of any such applicant. Thiscommittee shall also be responsible for reviewing application procedures,the adequacy of membership and fees and for the proposal andsubmission to the Executive Committee of recommendations with respectto changes in such procedures or the amount of such fees and theproposal and submission of such Rules are approved.

C. The Fundraising Committee shall consist of the Chairpersonand no more than four (4) additional members. Their efforts shall be to

plan and hold raising events. This committee shall be responsible formeeting the income of the club as designated in the annual budget.

ARTICLE VI MEMBERSHIP

A. All persons who are current residents of the Borough of RosellePark are eligible to apply for membership through the MembershipCommittee. All applications for membership shall be in such form as

determined by the Executive Committee and shall be accompanied by theannual membership fee.


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B. The amount required for annual dues shall be $5 each year,unless changed by a majority vote of the board members at an annualmeeting of the full membership. Continued membership is contingentupon being up-to-date on membership dues.

C. Each member shall be eligible to appoint one votingrepresentative to cast the members vote in board elections.

D. The application form shall provide, among other things, thatthe applicant, by the execution of the application, does thereby agree toaccept, subscribe, and support the by-laws of the organization, and allrules and regulations promulgated by the Executive Committee under theauthority of the by-laws. The applicant will agree through the applicationto adhere to and promote the goals of the organization as defined in the

Mission Statement.

E. The application shall be filed with the Chairman of theMembership Committee, whose duty shall be to review the applicant asto his/her acceptability as a member and thereafter present theapplication with the recommendation of the Membership Committee tothe Executive Committee for appropriate action as directed in theseby-laws.

F. At the first regular meeting of the Executive Committee after

filing an application, it shall be acted upon by the Committee. TheMembership Committee shall make its recommendation concerning actionto be taken on such application and should it recommend approvalthereof, the application shall be voted upon by the Executive Committee.The application shall require unanimous approval of all the ExecutiveCommittee, both those present at such meeting and absent therefrom.Signed written consent will be required from absent Executive Committeemembers and applications will be acted upon within 60 days ofsubmission.

G. The proceedings of the Membership Committee and of theExecutive Committee in regard to the election or rejection of applicantsfor membership, shall be confidential. Subject to the right of appeal, theExecutive Committee shall have the right to suspend, with a vote ofsimple majority, or expel a member and terminate his/her membershipor otherwise discipline a member for conduct which, in its judgement, islikely to endanger the welfare, interest, or character of the organization,


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and its mission and principles, or for any conduct in violation of theby-laws or rules and regulations of the organization.

H. At any time subsequent to the suspension of membership, amember who has been suspended may apply in writing to the ExecutiveCommittee for reinstatement. The Executive Committee may takewhatever action it deems appropriate with respect to such application,including, should it decide to grant reinstatement, the imposition ofwhatever condition to continued membership in good standing is deemedsuitable.

I. Any member may resign by filing a written resignation withthe secretary. Resignation shall not relieve a member of unpaid dues, orother charges previously accrued. A member can have their membership

terminated by a majority vote of the membership.

J. The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE VII MEETINGS OF MEMBERS

A. The annual re-organization meeting of the organization shall

be held in January at the same time as the annual election of officers andStanding Committee Chairpersons during such election years and at thesame time in off years as well. At the annual meeting, the results of theelection of officers shall be announced (when appropriate), reports of theaffairs of the organization shall be considered, reports shall be given bythe Chair and Treasurer, an annual budget prepared by the ExecutiveCommittee, as well as appropriate committee chair members, and suchother business shall be transacted as is in the power of the members asconferred by the laws of the State of New Jersey, the Articles and the by-laws.

B. Regular meetings shall be held every other month during themonths of January, March, May, July, September, and November. Specialmeetings can be called by a majority of the Executive Board should theneed arise.

C. At regular meetings, two (2) of the three (3) Executive


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Committee members will be required to constitute a quorum.

D. At the Annual Meeting, a majority of the Executive Committeeand 50% plus one of the general membership shall represent a quorumfor the purposes of voting on and conducting official business. In theevent a member cannot physically attend but has provided a proxy toappoint one voting representative to cast the members vote in boardelections, such action will constitute a member in attendance.

ARTICLE VI II DUES

A. Annual dues for the organization will be set by the Executive

Committee, based on recommendations received from the MembershipCommittee. All dues must be paid in full thirty (30) days from applicationfor a member to be considered in good standing for business transactedin following year. The Secretary and the Treasurer shall separatelymaintain a record of membership. A member in good standing shall be amember who the records of the Secretary or Treasurer indicate that thedues are paid in full. All rights and privileges of membership shall bedenied to a member who is not in good standing.

ARTICLE IX BY-LAWS

A. The by-laws may be amended by submitting said amendmentin writing at a Regular meeting and voted on at the next succeedingAnnual meeting. A two-thirds (b) vote of all members shall be requiredto adopt said amendment. Members in good standing may vote by proxy.The Executive Committee reserves the right to call a special meeting forthe purpose of voting on a submitted amendment, should it deem suchmeeting necessary.


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ARTICLE X COMPENSATION

Members of the Executive Committee shall not receive any compensationfor their services, except that each member is entitled to receive from thecorporation reimbursement of expenses incurred by the member in thefurtherance of the corporation's business. Nothing contained in thissection shall be construed to preclude any member of the ExecutiveCommittee from serving the corporation in any other capacity andreceiving compensation for that service. The salaried individuals can notvote on their own compensation and the compensation decisions shall bemade by the unrelated members of the Executive Committee.

ARTICLE XI IRC 501(c)(3) TAX EXEMPTION PROVISIONS

A. No substantial part of the activities of the organization shall bethe carrying on of propaganda, or otherwise attempting to influencelegislation, and the organization shall not participate in, or intervene in(including the publishing or distribution of statements) any politicalcampaign on behalf of any candidate for public office. Notwithstandingany other provision of this document, the organization shall not carry onany other activities not permitted to be carried on:

a) by an organization exempt from federal income taxunder section 501(c)(3) of the Internal Revenue Code,or corresponding section of any future federal tax code,or

b) by an organization, contributions to which are deductibleunder section 170(c)(2) of the Internal Revenue Code,or corresponding section of any future federal tax code.

B. No part of the net earnings of the organization shall inure

to the benefit of, or be distributable to its members, officers, or otherprivate persons, except that the organization shall be authorized andempowered to pay reasonable compensation for services renderedand to make payments and distributions in furtherance of thepurposes of this corporation.


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C. Upon the dissolution of the organization, assets shall bedistributed for one or more exempt purposes within the meaning ofsection 501(c)(3) of the Internal Revenue Code, or correspondingsection of any future federal tax code, or shall be distributed to thefederal government, or to a state of local government, for a publicpurpose. Any such assets not disposed of shall be disposed of by theCourt of Common Pleas of the county in which the principal office ofthe organization is then located, exclusively for such purposes or tosuch organization or organizations, as said Court shall determine,which are organized and operated exclusively for such purposes.

D. In any taxable year in which the corporation becomes aprivate foundation as described in Section 509(a) of the InternalRevenue Code, the corporation

a) shall distribute its income for said period at suchtime and manner as not to subject to tax underSection 4942 of the Internal Revenue Code;

b) shall not engage in any act of self-dealing as definedin Section 4941(d) of the Internal Revenue Code;

c) shall not retain any excess business holdings asdefined in Section 4943(c) of the Internal Revenue

Code;

d) shall not make any investments in such manner asto subject the corporation to tax under Section 4944of the Internal Revenue Code;

e) shall not make any taxable expenditure as definedin Section 4945(d) of the Internal Revenue Code.


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ARTICLE XII CONFLICT OF INTEREST POLICY

A. The purpose of the conflict of interest policy is to protectthis tax-exempt organizations corporation interest when it iscontemplating entering into a transaction or arrangement that mightbenefit the private interest of a member of the Executive Committeeof the organization (herein also referred to as Board) or mightresult in a possible excess benefit transaction. This policy is intendedto supplement but not replace any applicable state and federal lawsgoverning conflict of interest applicable to non-profit and charitableorganizations.

B. Definitions:

a) Interested Person - Any member of the Board or acommittee with Board delegated powers with adirect or indirect financial interest, as defined below,is an interested person.

b) Financial Interest - A person has a financial interestif the person has, directly or indirectly, throughbusiness, investment, or family:i. an ownership or investment interest in any

entity with which the organization has a

transaction or arrangement,ii. a compensation arrangement with the

organization or with any entity or individualwith which the organization has a transactionor arrangement, or

iii. a potential ownership or investment interestin, or compensation arrangement with, anyentity or individual with which the organizationis negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as wellas gifts or favors that are not insubstantial. A financial interestis not necessarily a conflict of interest. Under Section C, Line 2,a person who has a financial interest may have a conflict ofinterest only if the Board or appropriate committee decides thata conflict of interest exists.


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C. Procedures:

a) Duty to Disclose - In connection with any actual orpossible conflict of interest, an interested personmust disclose the existence of the financial interestand be given the opportunity to disclose all materialfacts to the Executive Committee and members ofcommittees with Board delegated powersconsidering the proposed transaction orarrangement.

b) Determining Whether a Conflict of Interest Exists -After disclosure of the financial interest and allmaterial facts, and after any discussion with the

interested person, he or she shall leave the Board orcommittee meeting while the determination of aconflict of interest is discussed and voted upon. Theremaining Board or committee members shall decideif a conflict of interest exists.

c) Procedures for Addressing the Conflict of Interest:i. An interested person may make a presentation

at the Board or committee meeting, but afterthe presentation, he or she shall leave the

meeting during the discussion of, and the voteon, the transaction or arrangement involvingthe possible conflict of interest.

ii. The Chair of the Executive Committee oranother committee shall, if appropriate,appoint a disinterested person or committee toinvestigate alternatives to the proposedtransaction or arrangement.

iii. After exercising due diligence, the Board orcommittee shall determine whether the

organization can obtain with reasonable effortsa more advantageous transaction orarrangement from a person or entity thatwould not give rise to a conflict of interest.

iv. If a more advantageous transaction orarrangement is not reasonably possible undercircumstances not producing a conflict of


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interest, the Board or committee shalldetermine by a majority vote of thedisinterested members whether thetransaction or arrangement is in theorganizations best interest, for its own benefit,and whether it is fair and reasonable. Inconformity with the above determination itshall make its decision as to whether to enterinto the transaction or arrangement.

d) Violations of the Conflicts of Interest Policy:i. If the Board or committee has reasonable

cause to believe a member has failed todisclose actual or possible conflicts of interest,

it shall inform the member of the basis forsuch belief and afford the member anopportunity to explain the alleged failure todisclose.

ii. If, after hearing the members response andafter making further investigation aswarranted by the circumstances, the Board orcommittee determines the member has failedto disclose an actual or possible conflict ofinterest, it shall take appropriate disciplinary

and corrective action.

D. The minutes of the Board and all committees with Boarddelegated powers shall contain:

a) the names of the persons who disclosed or otherwisewere found to have a financial interest in connectionwith an actual or possible conflict of interest, thenature of the financial interest, any action taken todetermine whether a conflict of interest was present,

and the Boards or committees decision as towhether a conflict of interest in fact existed;

b) the names of the persons who were present fordiscussions and votes relating to the transaction orarrangement, the content of the discussion,including any alternatives to the proposed


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transaction or arrangement, and a record of anyvotes taken in connection with the proceedings.

E. Compensation:

a) A voting member of the Executive Committee whoreceives compensation, directly or indirectly, fromthe corporation for services is precluded from votingon matters pertaining to that memberscompensation.

b) A voting member of any committee whosejurisdiction includes compensation matters and whoreceives compensation, directly or indirectly, from

the corporation for services is precluded from votingon matters pertaining to that memberscompensation.

c) No voting member of the Executive Committee orany committee whose jurisdiction includescompensation matters and who receivescompensation, directly or indirectly, from thecorporation, either individually or collectively, isprohibited from providing information to any

committee regarding compensation.

d) The Executive Committee shall obtain and rely onmarket data regarding compensation paid by similarorganizations for similar services. An opinion as toreasonableness from an independent compensationconsultant shall be obtained.

e) The Executive Committee shall contemporaneouslydocument the basis for the compensation decision,

including the decision made and the market datarelied on to establish reasonableness, in its minutes.


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F. Each member of the Executive Committee and acommittee with Board delegated powers shall annually sign astatement, which affirms such person has:

a) received a copy of the conflicts of interest policy,

b) read and understands the policy,

c) agreed to comply with the policy, and

d) understood the corporation is charitable and in orderto maintain its federal tax exemption it must engageprimarily in activities which accomplish one or moreof its tax-exempt purposes.

G. To ensure the corporation operates in a manner consistentwith charitable purposes and does not engage in activities that could

jeopardize its tax-exempt status, periodic reviews shall be conducted.The periodic reviews shall, at a minimum, include the followingsubjects:

a) Whether compensation arrangements and benefitsare reasonable, based on competent surveyinformation and the result of arms length

bargaining.

b) Whether partnerships, joint ventures, andarrangements with management of the corporationsconform to the corporations written policies, areproperly recorded, reflect reasonable investment orpayments for goods and services, further charitablepurposes and do not result in inurement,impermissible private benefit or in an excess benefittransaction.

H. When conducting the periodic reviews as provided for inSection G, the corporation may, but need not, use outside advisors.If outside experts are used, their use shall not relieve the ExecutiveCommittee of its responsibility for ensuring periodic reviews areconducted.

the concerned citizens of roselle park by-laws (july 2011)

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